General Sales and Delivery Terms for VL Staal a/s
1. General
- The following sales and delivery terms apply to any sale of products/services (deliveries) from VL Staal a/s (hereinafter referred to as VL), unless otherwise specified in a separate document explicitly accepted by VL. Additions and changes, e.g., via the customer's potential purchasing terms, are not accepted.
- Unless explicitly stated otherwise, any offer is only binding for VL for 30 days from receipt.
- The buyer's order is not binding for VL until VL has accepted the order by sending an order confirmation.
2. Payment
- Payment shall be made no later than 30 days after delivery has taken place. In case of late payment, interest will be charged at 2% per month or part thereof.
- All prices are quoted either in Danish Kroner (DKK) or Euros, excluding VAT, surcharges, fees, etc.
- The buyer is not entitled to set off any counterclaims or withhold any part of the purchase price unless otherwise agreed in writing.
3. Delivery and Installation
- Delivery is made ex works, Esbjerg, according to the Incoterms in force at the time the agreement is concluded.
- If delivery is delayed due to the buyer's actions, VL is entitled to take the necessary steps to store the product at the buyer's expense and risk. Regardless of the delay, VL is entitled to issue an invoice as if delivery had taken place as agreed.
- If VL is responsible for installation, the buyer shall cover all VL's costs related to installation, including but not limited to labor costs, accommodation, travel for installers, waiting time, weather days, and crane rental. The buyer shall also make the necessary preparations, such as foundation pouring, water and electricity connections, etc., in good time before the installation.
4. Retention of Title
- All delivered goods remain the property of VL until the buyer has paid the full purchase price for all delivered services/products.
5. Drawings and Technical Documents, etc.
- If VL sends drawings and calculations to the buyer before production starts, it is the buyer’s responsibility to thoroughly check the drawings and calculations so that the buyer cannot later raise any issues with VL once the product has been made, provided these issues could have been raised if the buyer had carried out a thorough and careful review of the provided drawings and calculations.
- VL reserves the right to make design changes, provided that these do not affect the product's intended use.
- All drawings and documents created by VL, and the rights thereto, remain the property of VL and are provided to the buyer solely for use in the delivery process and product application. They may not be copied, published, or transferred to others without VL's written consent.
6. Quality Matters
- Unless otherwise agreed, including specific quality requirements, all products will be delivered as standard commercial goods. The buyer is responsible for ensuring that all products are suitable for their needs and have the desired properties.
- Stated weights in offers and order confirmations should only be regarded as indicative and approximate weights.
- Visible parts made of stainless steel will be lightly brushed and pickled at the weld seams.
- Parts that have been galvanized may have an uneven surface texture, which may also be visible after any subsequent painting.
- If parts are to be painted, the buyer may freely choose the color of the topcoat according to the RAL color chart, except for metallic or fluorescent colors. If these colors are selected, a reservation is made regarding the appearance of the paint.
- There is a reservation for vacuum in flue gas cores, which are normally not designed to withstand this.
- For assessment of the warranty on surface treatment, the following applies:
- Blistering: ISO 4628/2 – grade 2
- Rust formation: ISO 4628/3 – grade Ri 2
- Cracking: ISO 4628/4 – grade 2
- Peeling: ISO 4628/5 – grade 2
7. Delivery Time, Delay
- The delivery time is stated in VL's order confirmation and is valid provided the buyer fulfills their contractual obligations on time, such as advance payment, approval of drawings and calculations, and timely clarification of all necessary details of the delivery as requested.
- If the buyer does not fulfill their obligations, or if a force majeure situation occurs, such as labor disputes, strike, lockout, war, fire, unusual weather, or any other circumstance beyond VL's control, VL is entitled to reasonably extend the delivery time, taking into account VL's other production schedule.
- If delivery is delayed more than 30 days due to VL's actions, the buyer may claim a penalty of 0.5% of the purchase price for the delayed part of the delivery for each full week the delay continues. The penalty cannot exceed 7.5% of the purchase price for the delayed part of the delivery.
- If the buyer is entitled to a maximum penalty as described above, and the product is still not delivered, the buyer may, by written notice to VL, demand delivery and set a final deadline of at least 2 weeks.
- If VL does not deliver within the set deadline and this is not due to circumstances for which the buyer is responsible, the buyer may, by written notice to VL, terminate the agreement for the undelivered part.
- The penalty must be claimed in writing no later than 3 days after the expiration of the 30-day deadline, otherwise, it will lapse.
- In addition to the penalty and the right to terminate, the buyer cannot make any other claims against VL regarding delays.
8. Responsibility for Defects
- Claims regarding delivered goods due to quantity, weight, or defects in construction, materials, or manufacturing can only be made if the buyer immediately, and no later than within the agreed or legally stipulated warranty period for the product, gives VL written notice of the defects.
- The buyer must immediately give VL the opportunity to inspect the alleged defect and, at VL's request, make the product or samples available to VL.
- VL may remedy a confirmed defect at its discretion either by repairing the defect, providing a replacement, or using another method chosen by VL.
- VL's obligation to provide defect-free performance ceases if damage occurs as a result of natural wear, improper or negligent handling, excessive load, other natural influences, or failure to follow our technical guidelines or